Statutory Removal of a Director under Section 168 of the Companies Act 2006

Guidance for the Statutory Removal/Replacement of a Director

CO.CA.DIR.04

This guidance sets out the steps required for the shareholders of a company using the statutory procedure set out in section 168 of the Companies Act 2006 to remove a director from office and, if required, replace that director. 

This guidance is a broad overview of the statutory procedure necessary to remove a director from office. From the giving of special notice by the relevant shareholder(s) to the holding of a general meeting to consider the removal resolution and to the company filing the relevant forms with Companies House, compliance with the correct procedure is essential if the removal is to be valid.

This document also considers the implications of the statutory procedure in light of the company’s articles of association and the director’s service contract, focusing on the ability of both a company and a director to build in protections against his/her removal as well as seek compensation should he/she be removed from office.

This guidance has recently been updated to refresh and modernise it as well as making it more complete and wide ranging in the content it covers.

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